| Exhibit      10                                                                                                                                 |
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| NAVISTAR      FINANCIAL CORPORATION                                                                                                             |
| AND      SUBSIDIARIES                                                                                                                           |
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| MATERIAL      CONTRACTS                                                                                                                         |
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| The      following documents of Navistar Financial Corporation (“the Corporation”)      are incorporated herein by reference:  |
| 10.01                                                                                                                                           | Master      Inter-company Agreement dated as of April 26, 1993, between the      Corporation and International.  Filed on the Corporation’s Form      8-K on April 30, 1993.  Commission File No.  001-04146. |
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| 10.02                                                                                                                                           | First      Amendment to the Master Inter-company Agreement dated as of September 30,      1996, between the Corporation and International.  Filed as      Exhibit 10.60 to the Corporation's Form      10-Q on September 10, 2004.  Commission File No.      001-04146. |
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| 10.03                                                                                                                                           | Second      Amendment to the Master Inter-company Agreement dated as of August 16,      2000, between the Corporation and International.  Filed as      Exhibit 10.61 to the Corporation's Form      10-Q on September 10, 2004.  Commission File No.      001-04146. |
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| 10.04                                                                                                                                           | Third      Amendment to the Master Inter-company Agreement dated as of March 2002,      between the Corporation and International.  Filed as Exhibit      10.62 to the Corporation's Form 10-Q      on September 10, 2004.  Commission File No.      001-04146. |
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| 10.05                                                                                                                                           | Fourth      Amendment to the Master Inter-company Agreement dated as of February 17,      2004, between the Corporation and International.  Filed as      Exhibit 3.1 to the Corporation’s Form      10-Q on March 8, 2004.  Commission File      No.  001-04146. |
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| 10.06                                                                                                                                           | Amended      and Restated Master Intercompany Agreement, dated April 1, 2007, between      the Corporation and International. Filed as Exhibit 10.2 to the      Corporation’s Form 8-K on April      3, 2007. Commission File No. 001-04146. |
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| 10.07                                                                                                                                           | Amended      and Restated Credit Agreement dated as of July 1, 2005 between the      Corporation, Arrendadora Financiera Navistar, S.A. de C. V., Servicios      Financieros Navistar, S.A. de C.V., and Navistar      Comercial,      S.A. de C.V., as Borrowers, and JPMorgan Chase Bank, N.A. as      Administrative Agent, Bank of America, N.A., as Syndication agent, and the      Bank of Nova Scotia, as Documentation      Agent,      J.P. Morgan Securities Inc. and Banc of America Securities, LLC, as Joint      Book Managers and Joint Lead Arrangers, with respect to $1,200,000,000      Revolving Credit and      Competitive Advance Facility.  Filed as Exhibit 10.01 to the      Corporation’s Form 8-K on September 1, 2005.  Commission File      No. 001-04146. |
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| 10.08                                                                                                                                           | Amended      and Restated Security, Pledge and Trust Agreement dated as of July 1,      2005, between the Corporation and Deutsche Bank Trust Company Americas, as      Trustee, pursuant to the terms of      the Credit agreement.  Filed as Exhibit 10.02 to the      Corporation’s Form 8-K on September 1, 2005.   Commission      File No. 001-04146. |

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| 10.09  | Waiver      dated January 17, 2006, to the Amended and Restated Credit Agreement dated      as of July 1, 2005 between the Corporation, Arrendadora Financiera      Navistar, S.A. de C. V., Servicios Financieros Navistar, S.A. de C.V., and      Navistar Comercial, S.A. de C.V., as Borrowers, and JPMorgan Chase Bank,      N.A. as Administrative Agent, Bank of America, N.A., as Syndication agent,      and the Bank of Nova Scotia, as Documentation Agent, J.P. Morgan      Securities Inc. and Banc of America Securities, LLC, as Joint Book      Managers and Joint Lead Arrangers, with respect to $1,200,000,000      Revolving Credit and Competitive Advance Facility.  Filed as      Exhibit 99.1 to the Corporation’s Form 8-K on March 8,      2006.  Commission File No. 001-04146.                             |
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| 10.10  | Second      Waiver and Consent dated March 2, 2006, to the Amended and Restated Credit      Agreement dated as of July 1, 2005 between the Corporation, Arrendadora      Financiera Navistar, S.A. de C. V., Servicios Financieros Navistar, S.A.      de C.V., and Navistar Comercial, S.A. de C.V., as Borrowers, and JPMorgan      Chase Bank, N.A. as Administrative Agent, Bank of America, N.A., as      Syndication agent, and the Bank of Nova Scotia, as Documentation Agent,      J.P. Morgan Securities Inc. and Banc of America Securities, LLC, as Joint      Book Managers and Joint Lead Arrangers, with respect to $1,200,000,000      Revolving Credit and Competitive Advance Facility.  Filed as      Exhibit 99.2 to the Corporation’s Form 8-K on March 8,      2006.  Commission File No. 001-04146.             |
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| 10.11  | Third      Waiver and Consent dated November 10, 2006, to the Amended and Restated      Credit Agreement dated as of July 1, 2005 between the Corporation,      Arrendadora Financiera Navistar, S.A. de C. V., Servicios Financieros      Navistar, S.A. de C.V., and Navistar Comercial, S.A. de C.V., as      Borrowers, and JPMorgan Chase Bank, N.A. as Administrative Agent, Bank of      America, N.A., as Syndication agent, and the Bank of Nova Scotia, as      Documentation Agent, J.P. Morgan Securities Inc. and Banc of America      Securities, LLC, as Joint Book Managers and Joint Lead Arrangers, with      respect to $1,200,000,000 Revolving Credit and Competitive Advance      Facility.  Filed as Exhibit 10.1 to the Corporation’s Form 8-K      on November 20, 2006.  Commission File No.      001-04146. |
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| 10.12  | First      Amendment dated March 28, 2007, to the Amended and Restated Credit      Agreement dated as of July 1, 2005 among the Corporation, Arrendadora      Financiera Navistar, S.A. de C. V., Organizacion Auxiliar del Credito, a      Mexican corporation, Servicios Financieros Navistar, S.A. de C.V.,      Sociedad Financiera de Objeto Limitado, a Mexican corporation and Navistar      Comercial, S.A. de C.V., the Lenders party thereto, JPMorgan Chase Bank,      N.A. as Administrative Agent, Bank of America, N.A., as Syndication agent,      and the Bank of Nova Scotia, as Documentation Agent. Filed as Exhibit 10.1      to the Corporation’s Form 8-K on April 3, 2007. Commission File No.      001-04146.                                                                                                                      |
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| 10.13  | Second      Amendment and Fourth Waiver dated October 23, 2007 to the Amended and      Restated Credit Agreement dated as of July 1, 2005 among the Corporation,      Arrendadora Financiera Navistar, S.A. de C. V., Organizacion Auxiliar del      Credito, a Mexican corporation, Servicios Financieros Navistar, S.A. de      C.V., Sociedad Financiera de Objeto Limitado, a Mexican corporation and      Navistar Comercial, S.A. de C.V., the Lenders party thereto, JPMorgan      Chase Bank, N.A. as Administrative Agent, Bank of America, N.A., as      Syndication agent, and the Bank of Nova Scotia, as Documentation      Agent.  dated and filed as Exhibit 10.1 to the Corporation’s      Form 8-K on October 25, 2007. Commission File No.    001-04146.                                                                       |

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| 10.14  | Fifth      Waiver, dated as of November 28, 2007 (this “Waiver”), to the Amended and      Restated Credit Agreement, dated as of July 1, 2005 (as heretofore      amended, supplemented or otherwise modified, the ("Credit Agreement”),      among Navistar Financial Corporation, a Delaware corporation, Arrendadora      Financiera Navistar, S.A. de C. V., Organizacion Auxiliar del Credito, a      Mexican corporation, Servicios Financieros Navistar, S.A. de C.V.,      Sociedad Financiera de Objeto Limitado,  a Mexican corporation,      and Navistar Ccmercial, S.A. de C.V., a Mexican corporation (each, a      “Borrower” and collectively, the “Borrowers”), the several lenders from      time to time parties thereto (the “Lenders”), JPMorgan Chase Bank, N.A.,      as administrative agent for the Lenders (in such capacity, the      “Administrative Agent”), Bankof America, N.A., as syndication agent (in      such capacity, the “Syndication Agent”), and The Bank of Nova Scotia, as      documentation agent (in such capacity, the “Documentation      Agent”).   Filed as Exhibit 10.01 to the Corporation’s Form      8-K on December, 14, 2007.   Commission File No.      001-04146. |
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| 10.15  | Pooling      and Servicing Agreement dated as of June 8, 1995, among the Corporation,      as Servicer, Navistar Financial Securities Corporation, as Seller,      Chemical Bank, as 1990 Trust Trustee, and The Bank of New York, as Master      Trust Trustee.  Filed as Exhibit 4.1 to Navistar Financial      Securities Corporation’s Form 8-K on December 12,      2003.  Commission File No. 033-87374.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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| 10.16  | First      Amendment to the Pooling and Servicing Agreement dated as of September 12,      1995, among the Corporation, as Servicer, Navistar Financial Securities      Corporation, as Seller, and The Bank of New York, as Master Trust      Trustee.   Filed as Exhibit 10.103 to the Corporation’s      Form 10-K on December 10, 2007. Commission File No.    001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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| 10.17  | Second      Amendment to the Pooling and Servicing Agreement dated as of March 27,      1996, among the Corporation, as Servicer, Navistar Financial Securities      Corporation, as Seller, and The Bank of New York, as Master Trust      Trustee.  Filed as Exhibit 10.104 to the Corporation’s Form 10-K      on December 10, 2007. Commission File No. 001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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| 10.18  | Third      Amendment to the Pooling and Servicing Agreement dated as of July 17,      1998, among the Corporation, as Servicer, Navistar Financial Securities      Corporation, as Seller, and The Bank of New York, as Master Trust      Trustee.   Filed as Exhibit 10.105 to the Corporation’s      Form 10-K on December 10, 2007. Commission File No.    001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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| 10.19  | Fourth      Amendment to the Pooling and Servicing Agreement dated as of June 2, 2000,      among the Corporation, as Servicer, Navistar Financial Securities      Corporation, as Seller, and The Bank of New York, as Master Trust      Trustee.  Filed as Exhibit 4.7 to Navistar Financial Securities      Corporation’s Form S-3/A dated June 12, 2000.  Commission File      No. 333-32960.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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| 10.20  | Fifth      Amendment to the Pooling and Servicing Agreement dated as of July 13,      2000, among the Corporation, as Servicer, Navistar Financial Securities      Corporation, as Seller, and The Bank of New York, as Master Trust      Trustee.  Filed as Exhibit 4.2 to Navistar Financial Dealer Note      Master Trust’s Form 8-K on July 14, 2000.  Commission File No.      033-36767-03.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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| 10.21  | Sixth      Amendment to the Pooling and Servicing Agreement dated as of October 31,      2003, among the Corporation, as Servicer, Navistar Financial Securities      Corporation, as Seller, and The Bank of New York, as Master Trust      Trustee.  Filed as Exhibit 4.7 to Navistar Financial Dealer Note      Master Owner Trust’s Form S-3/A dated December 23,      2003.  Commission File No. 333-104639-01.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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| 10.22  | Seventh      Amendment to the Pooling and Servicing Agreement dated as of June 10,      2004, among the Corporation, as Servicer, Navistar Financial Securities      Corporation, as Seller, and The Bank of New York, as Master Trust      Trustee.  Filed as Exhibit 4.6 to Navistar Financial Dealer Note      Master Owner Trust’s Form 8-K on June 14, 2004.  Commission File      No. 333-104639-01.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

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| 10.23  | Series      2000-VFC Supplement to the Pooling and Servicing Agreement, dated as of      January 28, 2000, among the Corporation, as Servicer, Navistar Financial      Securities Corporation, as Seller, and the Bank of New York, as Master      Trust Trustee on behalf of the Series 2000-VFC Certificateholders. Filed      as Exhibit 10.71 to the Corporation's Form 10-Q on April 19,      2005.  Commission File No. 001-04146.                                                                                                                                                                                                                                                         |
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| 10.24  | Certificate      Purchase Agreement, dated as of January 28, 2000, among the Corporation,      as Servicer, Navistar Financial Securities Corporation, as Seller,      Receivables Capital Corporation, as the Conduit Purchaser, Bank of      America, National Association, as Administrative Agent for the Purchasers,      and as a Committed Purchaser. Filed as Exhibit 1.1 to Navistar Financial      Securities Corporation’s Form 8-K on February 24, 2000. Commission File      No. 033-87374.                                                                                                                                                                                             |
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| 10.25  | Extension      to the Certificate Purchase Agreement, dated as of January 25, 2001, among      the Corporation, as Servicer, Navistar Financial Securities Corporation,      as Seller, Receivables Capital Corporation, as the Conduit Purchaser, Bank      of America, National Association, as a Committed      Purchaser.   Filed as Exhibit 10.106 to the Corporation’s      Form 10-K on December 10, 2007. Commission File No.    001-04146.                                                                                                                                                                                                                                   |
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| 10.26  | Extension      and Amendment to the Certificate Purchase Agreement, dated as of January      23, 2002, among the Corporation, as Servicer, Navistar Financial      Securities Corporation, as Seller, Receivables Capital Corporation, as the      Conduit Purchaser, Bank of America, National Association, as a Committed      Purchaser.   Filed as Exhibit 10.107 to the Corporation’s      Form 10-K on December 10, 2007. Commission File No.    001-04146.                                                                                                                                                                                                                     |
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| 10.27  | Amendment      No. 1 to the Series 2000-VFC Supplement to the Pooling and Servicing      Agreement, dated as of January 22, 2003, by and among the Corporation, as      Servicer, Navistar Financial Securities Corporation, as Seller, and the      Bank of New York, as Master Trust Trustee. Filed as Exhibit 10.72 to the      Corporation's Form 10-Q on April 19, 2005.  Commission File No.      001-04146.                                                                                                                                                                                                                                                                               |
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| 10.28  | First      Amendment to Certificate Purchase Agreement, dated as of January 27, 2003,      among the Corporation, as Servicer, Navistar Financial Securities      Corporation, as Seller, Receivables Capital Corporation, as the Conduit      Purchaser, Bank of America, National Association, as Administrative Agent      for the Purchasers, and as a Committed Purchaser.   Filed      as Exhibit 10.108 to the Corporation’s Form 10-K on December 10, 2007.      Commission File No. 001-04146.                                                                                                                                                                               |
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| 10.29  | Amended      and Restated Certificate Purchase Agreement, dated as of December 27,      2004, among Corporation, as Servicer, Navistar Financial Securities      Corporation, as Seller, Kitty Hawk Funding Corporation, as a Conduit      Purchaser, Liberty Street Funding Corp., as a Conduit Purchaser, Bank of      America, National Association, as Administrative Agent for the Purchasers,      a Managing Agent, and as a Committed Purchaser and the Bank of Nova      Scotia, as a Committed Purchaser and as a Managing Agent. Filed as Exhibit      10.73 to the Corporation's Form 10-Q on April 19,      2005.  Commission File No. 001-04146.                                   |
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| 10.30  | Extension      to Amended and Restated Certificate Purchase Agreement, dated as of      December 19, 2005, among the Corporation, as Servicer, Navistar Financial      Securities Corporation, as Seller, Kitty Hawk Funding Corporation, as a      Conduit Purchaser, Liberty Street Funding Corp., as a Conduit Purchaser,      Bank of America, National Association, as Administrative Agent for the      Purchasers, a Managing Agent, and as a Committed Purchaser and the Bank of      Nova Scotia, as a Committed Purchaser and as a Managing      Agent.   Filed as Exhibit 10.109 to the Corporation’s Form      10-K on December 10, 2007. Commission File No.  001-04146. |

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| 10.31  | Amendment,      Waiver, and Extension to Amended and Restated Certificate Purchase      Agreement, dated as of May 26, 2006, among the Corporation, as Servicer,      Navistar Financial Securities Corporation, as Seller, Kitty Hawk Funding      Corporation, as a Conduit Purchaser, Liberty Street Funding Corp., as a      Conduit Purchaser, Bank of America, National Association, as      Administrative Agent for the Purchasers, a Managing Agent, and as a      Committed Purchaser and the Bank of Nova Scotia, as a Committed Purchaser      and as a Managing Agent.  Filed as Exhibit 10.110 to the      Corporation’s Form 10-K on December 10, 2007. Commission File No.      001-04146.                                                                     |
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| 10.32  | Amendment,      Waiver, and Extension to Amended and Restated Certificate Purchase      Agreement, dated as of January 31, 2007, among the Corporation, as      Servicer, Navistar Financial Securities Corporation, as Seller, Kitty Hawk      Funding Corporation, as a Conduit Purchaser, Liberty Street Funding Corp.,      as a Conduit Purchaser, Bank of America, National Association, as      Administrative Agent for the Purchasers, a Managing Agent, and as a      Committed Purchaser and the Bank of Nova Scotia, as a Committed Purchaser      and as a Managing Agent.  Filed as Exhibit 10.111 to the      Corporation’s Form 10-K on December 10, 2007. Commission File No.      001-04146.                                                                 |
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| 10.33  | Amendment      dated October 31, 2006 to the Amended and Restated Certificate Purchase      Agreement, dated as of December 27, 2004, among Corporation, as Servicer,      Navistar Financial Securities Corporation, as Seller, Kitty Hawk Funding      Corporation, as a Conduit Purchaser, Liberty Street Funding Corp., as a      Conduit Purchaser, Bank of America, National Association, as      Administrative Agent for the Purchasers, a Managing Agent, and as a      Committed Purchaser and the Bank of Nova Scotia, as a Committed Purchaser      and as a Managing Agent.   Filed as Exhibit 10.132 to the      Corporation’s Form 10-K on December 10, 2007. Commission File No.      001-04146.                                                          |
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| 10.34  | Amendment,      waiver and extension dated March 24, 2006 to the Amended and Restated      Certificate Purchase Agreement, dated as of December 27, 2004, among      Corporation, as Servicer, Navistar Financial Securities Corporation, as      Seller, Kitty Hawk Funding Corporation, as a Conduit Purchaser, Liberty      Street Funding Corp., as a Conduit Purchaser, Bank of America, National      Association, as Administrative Agent for the Purchasers, a Managing Agent,      and as a Committed Purchaser and the Bank of Nova Scotia, as a Committed      Purchaser and as a Managing Agent.   Filed as Exhibit      10.133 to the Corporation’s Form 10-K on December 10, 2007. Commission      File No. 001-04146.                                      |
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| 10.35  | Extension      dated February 20, 2004 to the Certificate Purchase Agreement, dated as of      January 28, 2000, among the Corporation, as Servicer, Navistar Financial      Securities Corporation, as Seller, Kitty Hawk Funding Corporation, as      conduit purchaser and assignee of Receivables Capital Corporation, and      Bank of America, National Association, as Administrative Agent for the      Purchasers, and as a Committed Purchaser.   Filed as      Exhibit 10.134 to the Corporation’s Form 10-K on December 10, 2007.      Commission File No. 001-04146.                                                                                                                                                                                         |
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| 10.36  | Amended      and Restated Certificate Purchase Agreement dated as of October 23, 2007      to the amended and restated Certificate dated December 27,      2004  between Navistar Financial Securities Corporation, as      Seller and Navistar Financial Corporation, as Servicer, Kitty Hawk Funding Corporation, as a      Conduit Purchaser, Liberty Street Funding Corp., as a Conduit Purchaser,      Bank of America, National Association, as Administrative Agent for the      Purchasers, a Managing Agent, and as a Committed Purchaser and the Bank of      Nova Scotia, as a Committed Purchaser and as a Managing      Agent.   Filed as Exhibit 10.147 to the Corporation’s Form      10-K on December 10, 2007. Commission File No.  001-04146. |

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| 10.37  | Amended      and Restated Fee Letter dated October 23, 2007, to the Restated Fee Letter      dated May 26, 2006 amended and restated Certificate Purchase Agreement      dated December 27, 2004 between Navistar Financial Securities Corporation,      as Seller, Navistar Financial Corporation, as Servicer, Bank of America,      National Association and The Bank of Nova Scotia, Kitty Hawk Funding      Corporation, as a Conduit Purchaser, Liberty Street Funding LLC, as a      Conduit Purchaser, The Bank of Nova Scotia, as a Managing Agent and as a      Committed Purchaser, Bank of America, National Association, as      Administrative Agent, and Bank of America, National Association, as a      Committed Purchaser and a Managing Agent.   Filed as      Exhibit 10.148 to the Corporation’s Form 10-K on December 10, 2007.      Commission File No. 001-04146.                                                                                     |
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| 10.38  | Amendment      No. 2 dated October 25, 2007 to the Series 2000-VFC Supplement to the      Pooling and Servicing Agreement dated January 28, 2000, among Navistar      Financial Securities Corporation, as Seller, Navistar Financial      Corporation, as Servicer, The Bank of New York, a New York banking      corporation, as Master Trust Trustee.   Filed as Exhibit      10.149 to the Corporation’s Form 10-K on December 10, 2007. Commission      File No. 001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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| 10.39  | Waiver and      Extension dated December 7, 2007 to the Amended      and Restated Certificate Purchase Agreement, dated December 27, 2004      (this “Amendment”)  among Navistar Financial Securities Corporation      (the “Seller”),  Navistar Financial Corporation (“Servicer”), Kitty      Hawk Funding Corporation, (“KHFC”), as a Conduit Purchaser, Liberty Street      Funding LLC (f/k/a Liberty Street Funding Corp. “Liberty Street”), as a      Conduit Purchaser, The Bank of Nova Scotia (“BNS”), as a Managing Agent      and a Committed Purchaser, and Bank of America, National Association      (“Bank of America”), as a Managing Agent, the Administrative Agent and a      Committed Purchaser.  Filed as Exhibit 10.6 to the Corporation’s      Form 8-K on December 14, 2007.   Commission File No.      001-04146. |
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| 10.40  | Master      Owner Trust Agreement dated as of June 10, 2004, between Navistar      Financial Securities Corporation, as Seller and Chase Manhattan Bank USA,      N.A. as Master Owner Trust Trustee.  Filed as Exhibit 4.11 to      Navistar Financial Dealer Note Master Owner Trust’s Form 8-K on June 14,      2004.  Commission File No. 333-104639-01.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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| 10.41  | Indenture,      dated as of June 10, 2004, between Navistar Financial Dealer Note Master      Owner Trust, as Issuer, and The Bank of New York, as Indenture      Trustee.  Filed as Exhibit 4.2 to Navistar Financial Dealer Note      Master Owner Trust’s Form 8-K on June 14, 2004.  Commission File      No. 333-104639-01.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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| 10.42  | Series      2005-1 Indenture Supplement to the Indenture, dated as of February 28,      2005, between Navistar Financial Dealer Note Master Owner Trust, as      Issuer, and The Bank of New York, as Indenture Trustee.  Filed      as Exhibit 4.1 to Navistar Financial Dealer Note Master Owner Trust’s Form      8-K on March 4, 2005.  Commission File No.      333-104639-01.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.43  | Receivables      Purchase Agreement dated as of October 16, 2000, between Truck Retail      Instalment Paper Corp. and the Corporation.  Filed as Exhibit      10.02 to the Corporation's Form 10-Q on March 15,      2001.  Commission File No. 001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.44  | Servicing      Agreement dated as of October 16, 2000, between the Corporation, as      Servicer, and Navistar Leasing Company, Harco Leasing Company, Inc., Truck      Retail Instalment Paper Corp., The Bank of New York as Collateral Agent,      and Bank One National Association, as Portfolio Trustee.  Filed      as Exhibit 10.01 to the Corporation's Form 10-Q on March 15,      2001.  Commission File No. 001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 10.45  | Indenture      Agreement dated as of October 16, 2000, between Truck Retail Instalment      Paper Corp., as Issuer, and The Bank of New York, as Indenture      Trustee.  Filed as Exhibit 10.03 to the Corporation's Form 10-Q      on March 15, 2001.  Commission File No.  001-04146                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

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| 10.46  | Series      2005-1 Supplement dated as of June 29, 2005, to the Indenture also dated      October 16, 2000 between Truck Retail Instalment Paper Corp., as Issuer,      and The Bank of New York, as Indenture Trustee.  Filed as      Exhibit 10.03 to the Corporation’s Form 8-K on September 1,      2005.   Commission File No. 001-04146.                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.47  | Supplement      No. 1, dated as of July 24, 2001, to Indenture agreement dated October 16,      2000, among Truck Retail Instalment Paper Corp., as Issuer, and The Bank      of New York, as Indenture Trustee, to amend the Indenture to (i) revise      the definition of "Series 2000-1 Loss Reserve Specified Balance", and (ii)      revise the Amortization Events. Filed as Exhibit 10 to the Corporation’s      Form 8-K on August 6, 2001.  Commission File No.      001-04146.                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.48  | Supplement      No. 2, dated as of July 31, 2002, to Indenture agreement dated October 16,      2000, among Truck Retail Instalment Paper Corp., as Issuer, and The Bank      of New York, as Indenture Trustee, to amend the Indenture to (i) revise      the definition of “Series 2000-1 Loss Reserve Specified Balance,” (ii)      revise the definition of “Reserve Account Trigger Event.”, and (iii)      revise the definition of “Receivable Sale Closing      Conditions.”  Filed on the Corporation’s Form 8-K on November      27, 2002.  Commission File No. 001-04146. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.49  | Receivables      Purchase Agreement, dated as of April 8, 2004, among Truck Retail Accounts      Corporation, as Seller, the Corporation, as Servicer, Bank One, NA, as      Agent, and Jupiter Securitization Corporation, as      Conduit.  Filed as Exhibit 10.112 to the Corporation’s Form 10-K      on December 10, 2007. Commission File No. 001-04146.                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.50  | Receivables      Sale Agreement, dated as of April 8, 2004, between the Corporation, as      Transferor, and Truck Retail Accounts Corporation, as      Transferee.  Filed as Exhibit 10.113 to the Corporation’s Form      10-K on December 10, 2007. Commission File No.  001-04146.                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.51  | Waiver      No. 1 to Receivables Purchase Agreement, dated as of January 28, 2005,      among Truck Retail Accounts Corporation, as Seller, the Corporation, as      initial Servicer, Bank One, NA, as Agent, and Jupiter Securitization      Corporation, as Conduit.   Filed as Exhibit 10.114 to the      Corporation’s Form 10-K on December 10, 2007. Commission File No.      001-04146.                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.52  | Waiver      No. 2 to Receivables Purchase Agreement, dated as of March 14, 2005, among      Truck Retail Accounts Corporation, as Seller, the Corporation, as initial      Servicer, Bank One, NA, as Agent, and Jupiter Securitization Corporation,      as Conduit.   Filed as Exhibit 10.115 to the Corporation’s      Form 10-K on December 10, 2007. Commission File No.    001-04146.                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.53  | Waiver      No. 3 to Receivables Purchase Agreement, dated as of April 14, 2005, among      Truck Retail Accounts Corporation, as Seller, the Corporation, as initial      Servicer, JP Morgan Chase Bank, N.A.(successor by merger to Bank One, NA),      as Agent, and Jupiter Securitization Corporation, as      Conduit.   Filed as Exhibit 10.116 to the Corporation’s      Form 10-K on December 10, 2007. Commission File No.    001-04146.                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.54  | Waiver      No. 4 to Receivables Purchase Agreement, dated as of July 20, 2005, among      Truck Retail Accounts Corporation, as Seller, the Corporation, as initial      Servicer, JP Morgan Chase Bank, N.A.(successor by merger to Bank One, NA),      as Agent, and Jupiter Securitization Corporation, as      Conduit.  Filed as Exhibit 10.117 to the Corporation’s Form 10-K      on December 10, 2007. Commission File No. 001-04146.                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.55  | Waiver      No. 5 to Receivables Purchase Agreement, dated as of January 17, 2006,      among Truck Retail Accounts Corporation, as Seller, the Corporation, as      initial Servicer, JP Morgan Chase Bank, N.A.(successor by merger to Bank      One, NA), as Agent, and Jupiter Securitization Corporation, as      Conduit.   Filed as Exhibit 10.118 to the Corporation’s      Form 10-K on December 10, 2007. Commission File No.    001-04146.                                                                                                                                                                         |

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|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.56  | Waiver      No. 6 to Receivables Purchase Agreement, dated as of March 21, 2006, among      Truck Retail Accounts Corporation, as Seller, the Corporation, as initial      Servicer, JP Morgan Chase Bank, N.A.(successor by merger to Bank One, NA),      as Agent, and Jupiter Securitization Corporation, as      Conduit.   Filed as Exhibit 10.119 to the Corporation’s      Form 10-K on December 10, 2007. Commission File No.    001-04146.                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.57  | Waiver      No. 7 to Receivables Purchase Agreement, dated as of January 31, 2007,      among Truck Retail Accounts Corporation, as Seller, the Corporation, as      initial Servicer, JP Morgan Chase Bank, N.A.(successor by merger to Bank      One, NA), as Agent, and Jupiter Securitization Corporation, as Conduit.      Filed as Exhibit 10.120 to the Corporation’s Form 10-K on December 10,      2007. Commission File No. 001-04146.                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.58  | Waiver      No. 1 to Receivables Sale Agreement, dated as of March 21, 2006, among the      Corporation, as Transferor and Truck Retail Accounts Corporation, as      Transferee.   Filed as Exhibit 10.121 to the Corporation’s      Form 10-K on December 10, 2007. Commission File No.    001-04146.                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.59  | Waiver      No. 2 to Receivables Sale Agreement, dated as of January 31, 2007, among      the Corporation, as Transferor and Truck Retail Accounts Corporation, as      Transferee.   Filed as Exhibit 10.122 to the Corporation’s      Form 10-K on December 10, 2007. Commission File No.    001-04146.                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.60  | Amendment      No. 1 to Receivables Purchase Agreement, dated as of March 31, 2005, among      Truck Retail Accounts Corporation, as Seller, the Corporation, as initial      Servicer, Bank One, NA, as Agent, and Jupiter Securitization Corporation,      as Conduit.   Filed as Exhibit 10.123 to the Corporation’s      Form 10-K on December 10, 2007. Commission File No.    001-04146.                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.61  | Amendment      No. 2 to Receivables Purchase Agreement, dated as of August 14, 2005,      among Truck Retail Accounts Corporation, as Seller, the Corporation, as      initial Servicer, JP Morgan Chase Bank, N.A.(successor by merger to Bank      One, NA), as Agent, and Jupiter Securitization Corporation, as      Conduit.  Filed as Exhibit 10.124 to the Corporation’s Form 10-K      on December 10, 2007. Commission File No. 001-04146.                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.62  | Amendment      No. 3 to Receivables Purchase Agreement, dated as of August 11, 2006,      among Truck Retail Accounts Corporation, as Seller, the Corporation, as      initial Servicer, JP Morgan Chase Bank, N.A.(successor by merger to Bank      One, NA), as Agent, and Jupiter Securitization Corporation, as Conduit.      Filed as Exhibit 10.125 to the Corporation’s Form 10-K on December 10,      2007. Commission File No. 001-04146.                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.63  | Amendment      No. 4 dated August 10, 2007 to the Receivables Purchase Agreement, dated      as of April 8, 2004, among Truck Retail Accounts Corporation, as Seller,      the Corporation, as Servicer, JP Morgan Chase Bank, N.A. (successor by      merger to Bank One, NA), as Agent, and Jupiter Securitization Corporation,      as Conduit.  Filed as Exhibit 10.128 to the Corporation’s Form      10-K on December 10, 2007. Commission File No.  001-04146.                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.64  | Amendment      No. 5 dated August 15, 2007 to the Receivables Purchase Agreement, dated      as of April 8, 2004, among Truck Retail Accounts Corporation, as Seller,      the Corporation, as Servicer, JP Morgan Chase Bank, N.A. (successor by      merger to Bank One, NA), as Agent, Jupiter Securitization Company, LLC,      and JS Siloed Trust, as Trust.   Filed as Exhibit 10.135 to      the Corporation’s Form 10-K on December 10, 2007. Commission File No.      001-04146. |

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|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.65  | First      Amended Control Agreement, dated as of February 20, 2007, among Truck      Retail Accounts Corporation, as Seller, the Corporation, as Servicer, JP      Morgan Chase Banks N.A. (successor by merger to Bank One, N.A.), as Agent,      and The Bank of New York (successor to JP Morgan Chase Bank, N.A.), as      Securities Intermediary.  Filed as Exhibit 10.138 to the      Corporation’s Form 10-K on December 10, 2007. Commission File No.      001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.66  | Waiver      No.      8 dated October 23, 2007 to the Receivables Purchase Agreement      dated as of April 8, 2004 among Truck Retail Accounts Corporation, as      Seller, Navistar      Financial Corporation, as initial Servicer,       JS Siloed Trust as assignee of Jupiter Securitization Company LLC,      and JPMorgan Chase Bank, N.A. (successor by merger to Bank One,      NA), as agent.   Filed as Exhibit 10.150 to the      Corporation’s Form 10-K on December 10, 2007. Commission File No.      001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.67  | Waiver      No. 3 dated October 23, 2007 to the Receivables Sale Agreement dated as of      April 8, 2004 among Navistar Financial Corporation, a Delaware      corporation, as      Transferor, and Truck Retail Accounts Corporation, as      Transferee.   Filed as Exhibit 10.151 to the Corporation’s      Form 10-K on December 10, 2007. Commission File No.    001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.68  | Fourth      Waiver dated November 28, 2007 to the Receivable Sale Agreement dated      April 8, 2004, among Navistar Financial Corporation, as Transferor, and      Truck Retail Accounts Corporation, as Transferee.  Filed as      Exhibit 10.11 to the Corporation’s Form 8-K on December 14,      2007.   Commission File No. 001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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| 10.69  | Ninth      Waiver (this “Waiver”), dated November 28, 2007 to the      Receivable Purchase Agreement dated April 8, 2004, among Truck Retail      Accounts Corporation, a Delaware corporation (“Seller”), Navistar      Financial Corporation, a Delaware corporation (“Navistar”), as initial      Servicer (Navistar, together with Seller, the “Seller Parties” and each a      “Seller Party”), the entities set forth on the signature pages to this      Agreement (together with any of their respective successors and assigns      hereunder, the “Financial Institutions”), JS Siloed Trust as assignee of      Jupiter Securitization Company LLC (“Trust”), and JPMorgan Chase Bank,      N.A. (successor by merger to Bank One, NA (Main Office Chicago)), as agent      for the Purchasers.    Filed as Exhibit 10.11 to the      Corporation’s Form 8-K on December 14, 2007.   Commission      File No. 001-04146. |
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| 10.70  | Purchase      Agreement dated as of July 27, 2005, between the Corporation and Navistar      Financial Retail Receivables Corporation, with respect to Navistar      Financial 2005-A Owner Trust.  Filed as Exhibit 99.1 to Navistar      Financial Retail Receivables Corporation Owner Trust 2005-A’s Form 8-K on      July 27, 2005.  Commission File No.    333-115716-01.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.71  | Pooling      Agreement dated as of July 27, 2005 among Navistar Financial Retail      Receivables Corporation, as Seller, and Navistar Financial 2005-A Owner      Trust, as Issuer.  Filed as Exhibit 4.1 to Navistar Financial      Retail Receivables Corporation Owner Trust 2005-A Form 8-K on July 27,      2005.   Commission File      No.  333-115716-01.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.72  | Servicing      Agreement dated as of July 27, 2005, between the Corporation, as Servicer,      Navistar Leasing Company, Harco Leasing Company, Inc., Navistar Financial      Retail Receivables Corporation, The Bank of New York as Collateral Agent      and as Indenture Trustee, JP Morgan Trust Company, National Association,      (as successor-in-interest to Bank One, National Association),as Portfolio      Trustee, and Navistar Financial 2005-A Owner Trust, as      Issuer.  Filed as Exhibit 99.3 to Navistar Financial Retail      Receivables Corporation Owner Trust 2005-A’s Form 8-K on July 27.      2005.   Commission File No.  333-115716-01.                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

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| 10.73  | Trust      Agreement dated as of July 27, 2005, between Navistar Financial Retail      Receivables Corporation, as Seller, and Chase Bank USA, National      Association, as Owner Trustee, with respect to Navistar Financial 2005-A      Owner Trust.    Filed as Exhibit 4.3 to Navistar      Financial Retail Receivables Corporation Owner Trust 2005-A’s Form 8-K on      July 27, 2005.  Commission File      No.  333-115716-01.                                                                                                                                                                       |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
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| 10.74  | Indenture      dated as of July 27, 2005, between Navistar Financial 2005-A Owner Trust      and The Bank of New York, as Indenture Trustee, with respect to Navistar      Financial 2005-A Owner Trust.  Filed as Exhibit 4.2 to Navistar      Financial Retail Receivables Corporation Owner Trust 2005-A’s Form 8-K on      July 27, 2005.  Commission File No.    333-115716-01.                                                                                                                                                                                                                                               |
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| 10.75  | Purchase      Agreement dated as of September 1, 2006, between the Corporation and      Navistar Financial Retail Receivables Corporation, with respect to      Navistar Financial 2006-ARC Owner Trust. Filed as Exhibit 10.5 to the      Corporation’s Form 8-K on September 8, 2006. Commission File No.      001-04146.                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.76  | Pooling      Agreement dated as of September 1, 2006 among Navistar Financial Retail      Receivables Corporation, as Seller, and Navistar Financial 2006-ARC Owner      Trust, as Issuer. Filed as Exhibit 10.2 to the Corporation’s Form 8-K on      September 8, 2006. Commission File No. 001-04146.                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.77  | Servicing      Agreement dated as of September 1, 2006, between the Corporation, as      Servicer, Navistar Leasing Company, Harco Leasing Company, Inc., Navistar      Financial Retail Receivables Corporation, The Bank of New York as      Collateral Agent, LaSalle Bank National Association, as Indenture Trustee,      JP Morgan Trust Company, National Association, (as successor-in-interest      to Bank One, National Association), as Portfolio Trustee, and Navistar      Financial 2006-ARC Owner Trust, as Issuer. Filed as Exhibit 10.6 to the      Corporation’s Form 8-K on September 8, 2006. Commission File No.      001-04146. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.78  | Trust      Agreement dated as of September 1, 2006, between Navistar Financial Retail      Receivables Corporation, as Seller, and Chase Bank USA, National      Association, as Owner Trustee, with respect to Navistar Financial 2006-ARC      Owner Trust. Filed as Exhibit 10.4 to the Corporation’s Form 8-K on      September 8, 2006. Commission File No. 001-04146.                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.79  | Indenture      dated as of September 1, 2006, between Navistar Financial 2006-ARC Owner      Trust and LaSalle Bank National Association, as Indenture Trustee, with      respect to Navistar Financial 2006-ARC Owner Trust. Filed as Exhibit 10.3      to the Corporation’s Form 8-K on September 8, 2006. Commission File No.      001-04146.                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.80  | Note      Purchase Agreement, dated as of September 1, 2006, among Navistar      Financial Retail Receivables Corporation, as Seller, Navistar Financial      Corporation, as Servicer, ABN AMRO Bank N.V, as Funding Agent for the      Investors and as an alternate investor, Amsterdam Funding Corporation, as      Conduit Investor.  Filed as Exhibit 10.1 to the Corporation’s      Form 8-K on September 8, 2006. Commission File No.    001-04146.                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.81  | Amendment      No. 1 to the Pooling Agreement, dated as of January 31, 2007, among      Navistar Financial Retail Receivables Corporation (the “Seller”), and      Navistar Financial 2006-ARC Owner Trust, as Issuer.  Filed as      Exhibit 10.126 to the Corporation’s Form 10-K on December 10, 2007.      Commission File No. 001-04146.                                                                                                                                                                                                                                                                                    |

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| 10.82  |        Waiver      dated January 31, 2007 to (i) the Indenture dated as of September 1, 2006      between Navistar Financial 2006-ARC Owner Trust, a Delaware statutory      trust, and LaSalle Bank National Association, a national banking      association, as Indenture Trustee, (ii) the Note Purchase Agreement dated      as of September 1, 2006, among Navistar Financial Retail Receivables      Corporation, as Seller, Navistar Financial Corporation, Amsterdam Funding      Corporation, as a Conduit Investor, and ABN AMRO Bank, N.V., as Funding      Agent and an Alternate Investor, (iii) the Servicing Agreement dated as of      September 1, 2006, among Navistar Leasing Company, Harco Leasing Company,      Inc., Navistar Financial Retail Receivables Corporation, The Bank of New      York Trust Company, N.A., as Collateral Agent, JP Morgan Trust Company,      National Association, (as successor-in-interest to Bank One, National      Association), as Portfolio Trustee, Navistar Financial 2006-ARC Owner      Trust, as Issuer, NFC, as Servicer, and LaSalle Bank, National      Association, as Indenture Trustee, and (iv) the ISDA Master Agreement      dated as of September 1, 2006 between LaSalle Bank National Association      and Navistar Financial Corporation.  Filed as Exhibit 10.130 to      the Corporation’s Form 10-K on December 10, 2007. Commission File No.      001-04146.                                                                                                                                                                                             |
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| 10.83  | Waiver      dated October 23, 2007 to (i) the indenture dated as of September 1, 2006      between Navistar Financial 2006-ARC Owner Trust, a Delaware statutory      trust, and LaSalle Bank National Association, a national banking      association, as indenture trustee (ii) the Note Purchase Agreement dated      as of September 1, 2006, among Navistar Financial Retail Receivables      Corporation, as the Seller, Navistar Financial Corporation , Amsterdam      Funding Corporation, as a Conduit Investor, and ABN AMRO Bank, N.V., as      Funding Agent and an Alternate Investor, (iii) the Servicing Agreement      dated as of September 1, 2006 (the “Servicing Agreement”), among Navistar      Leasing Company, Harco Leasing Company, Inc., Navistar Financial Retail      Receivables Corporation, The Bank of New York Trust Company, N.A., as      Collateral Agent, JP Morgan Trust Company, National Association (as      successor-in-interest to Bank One, National Association), as Portfolio      Trustee, Navistar Financial 2006-ARC Owner Trust, as Issuer, Navistar      Financial Corporation, as Servicer, and LaSalle Bank, National      Association, as Indenture Trustee, and (iv) the ISDA Master Agreement      dated as of September 1, 2006 between LaSalle Bank National Association      (in such capacity, the “Swap Counterparty”) and Navistar Financial      Corporation.  Filed as Exhibit 10.154 to the Corporation’s Form      10-K on December 10, 2007. Commission File No.001-04146                                                                        |
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| 10.84  | Waiver      dated December 6, 2007 to the Indenture dated as of  September 1,      2006 (as amended, the "Indenture") between Navistar Financial 2006-ARC      Owner Trust, a Delaware statutory trust, and LaSalle Bank National      Association, a national banking association, as indenture trustee (in such      capacity, the "Indenture Trustee"), (b) the Note Purchase Agreement dated      as of September 1, 2006 (the "Note Purchase Agreement"), among Navistar      Financial Retail Receivables Corporation (the "Seller"), Navistar      Financial Corporation ("NFC"), Amsterdam Funding Corporation, as a Conduit      Investor, and ABN AMRO Bank, N.V., as Funding Agent and an Alternate      Investor , (c) the Servicing Agreement dated as of September 1, 2006 (the      "ServicingAgreement"), among Navistar Leasing Company, Harco Leasing      Company, Inc., Navistar Financial Retail Receivables Corporation, The Bank      of New York Trust Company, N.A., as Collateral Agent, JP Morgan Trust      Company, National Association (as successor-in-interest to Bank One,      National Association), as Portfolio Trustee, Navistar Financial 2006-ARC      Owner Trust, as Issuer, NFC, as Servicer, and LaSalle Bank, National      Association, as Indenture Trustee, and (d) the ISDA Master Agreement dated      as of September 1, 2006 between LaSalle Bank National Association (in such      capacity, the "Swap Counterpartv") and Navistar Financial Corporation.      Filed as Exhibit 10.9 to the Corporation’s Form 8-K on December 14,      2007.   Commission File No. 001-04146. |
|   |

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| 10.85  | Purchase      Agreement dated as of February 27, 2006, between the Corporation and      Navistar Financial Retail Receivables Corporation, with respect to      Navistar Financial 2006-BOA Owner Trust. Filed as Exhibit 10.5 to the      Corporation’s Form 8-K on April 5, 2006. Commission File No.      001-04146.                                                                                                                                                                                                                                                                                                                                    |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
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| 10.86  | Pooling      Agreement dated as of February 27, 2006 among Navistar Financial Retail      Receivables Corporation, as Seller, and Navistar Financial 2006-BOA Owner      Trust, as Issuer. Filed as Exhibit 10.2 to the Corporation’s Form 8-K on      April 5, 2006. Commission File No. 001-04146.                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.87  | Servicing      Agreement dated as of February 27, 2006, between the Corporation, as      Servicer, Navistar Financial Retail Receivables Corporation, The Bank of      New York as Indenture Trustee, and Navistar Financial 2006-BOA Owner      Trust, as Issuer. Filed as Exhibit 10.6 to the Corporation’s Form 8-K on      April 5, 2006. Commission File No. 001-04146.                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.88  | Trust      Agreement dated as of February 27, 2006, between Navistar Financial Retail      Receivables Corporation, as Seller, and Chase Bank USA, National      Association, as Owner Trustee, with respect to Navistar Financial 2006-BOA      Owner Trust. Filed as Exhibit 10.4 to the Corporation’s Form 8-K on April      5, 2006. Commission File No. 001-04146.                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.89  | Indenture      dated as of February 27, 2006, between Navistar Financial 2006-BOA Owner      Trust and The Bank of New York, as Indenture Trustee, with respect to      Navistar Financial 2006-BOA Owner Trust. Filed as Exhibit 10.3 to the      Corporation’s Form 8-K on April 5, 2006. Commission File No.      001-04146.                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.90  | Note      Purchase Agreement, dated as of February 27, 2006, among Navistar      Financial Retail Receivables Corporation, as Seller, Navistar Financial      Corporation, as Servicer, Bank of America,, as Agent for the Investors,      Administrator and as an alternate investor, Kitty Hawk Funding      Corporation, as the Conduit Investor.  Filed as Exhibit 10.1 to      the Corporation’s Form 8-K on April 5, 2006. Commission File No.      001-04146.                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.91  | Amendment      dated January 31, 2007 to the Note Purchase Agreement, dated as of      February 27, 2006, among Navistar Financial Retail Receivables      Corporation, as Seller, the Corporation, as Servicer, Kitty Hawk Funding      Corporation, as Conduit Investor, and Bank of America, National      Association, as Agent.   Filed as Exhibit 10.139 to the      Corporation’s Form 10-K on December 10, 2007. Commission File No.      001-04146.                                                                                                                                                                                |
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| 10.92  | Amendment      to Note Purchase Agreement dated as of October 23, 2007, between Navistar      Financial Retail Receivables Corporation, as Seller, Navistar Financial      Corporation, as Servicer, Kitty Hawk Funding Corporation, as a Conduit      Investor, and Bank of America, National Association, as Agent, the      Administrator and an Alternate Investor.   Filed as Exhibit      10.157 to the Corporation’s Form 10-K on December 10, 2007. Commission      File No. 001-04146.                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.93  | Amendment      dated December  7, 2007 to the Note Purchase Agreement, (this      “Amendment”), among Navistar Financial Retail Receivables Corporation (the      “Seller”), Navistar Financial Corporation (“Servicer”), Kitty Hawk Funding      Corporation, (“KHFC”), as a Conduit Investor, and Bank of America,      National Association (“Bank of America”), as Agent, the Administrator and      an Alternate Investor.  Filed as Exhibit 10.5 to the      Corporation’s Form 8-K on December 14, 2007.   Commission      File No. 001-04146.  |
| 10.94  | Purchase      Agreement dated as of October 20, 2006, between the Corporation and      Navistar Financial Retail Receivables Corporation, with respect to      Navistar Financial 2006-RBC Owner Trust. Filed as Exhibit 10.5 to the      Corporation’s Form 8-K on October 25, 2006. Commission File No.      001-04146.                                                                                                                                                                                                                                                                                                                                  |

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|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.95  | Pooling      Agreement dated as of October 20, 2006 among Navistar Financial Retail      Receivables Corporation, as Seller, and Navistar Financial 2006-RBC Owner      Trust, as Issuer. Filed as Exhibit 10.2 to the Corporation’s Form 8-K on      October 25, 2006. Commission File No. 001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.96  | Servicing      Agreement dated as of October 20, 2006, between the Corporation, as      Servicer, Navistar Financial Retail Receivables Corporation, The Bank of      New York as Indenture Trustee, and Navistar Financial 2006-RBC Owner      Trust, as Issuer. Filed as Exhibit 10.6 to the Corporation’s Form 8-K on      October 25, 2006. Commission File No. 001-04146.                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.97  | Trust      Agreement dated as of October 20, 2006, between Navistar Financial Retail      Receivables Corporation, as Seller, and Chase Bank USA, National      Association, as Owner Trustee, with respect to Navistar Financial 2006-RBC      Owner Trust. Filed as Exhibit 10.4 to the Corporation’s Form 8-K on      October 25, 2006. Commission File No. 001-04146.                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.98  | Indenture      dated as of October 20, 2006, between Navistar Financial 2006-RBC Owner      Trust and The Bank of New York, as Indenture Trustee, with respect to      Navistar Financial 2006-RBC Owner Trust. Filed as Exhibit 10.3 to the      Corporation’s Form 8-K on October 25, 2006. Commission File No.      001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.99  | Note      Purchase Agreement, dated as of October 20, 2006, among Navistar Financial      Retail Receivables Corporation, as seller, Navistar Financial Corporation,      as Servicer, Royal Bank of Canada, as Agent for the Investors, and Thunder      Bay Funding LLC, as Conduit Investor.  Filed as Exhibit 10.1 to      the Corporation’s Form 8-K on October 25, 2006. Commission File No.      001-04146.                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.100 | Amendment      No.1 to the Pooling Agreement, dated as of May 31, 2007, among Navistar      Financial Retail Receivables Corporation (the “Seller”), and Navistar      Financial 2006-RBC Owner Trust, as Issuer.  Filed as Exhibit      10.127 to the Corporation’s Form 10-K on December 10, 2007. Commission      File No. 001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.101 | Waiver      dated March 31, 2007 to (i) the Note Purchase Agreement, dated as of      October 20, 2006, among Navistar Financial Retail Receivables Corporation,      as Seller, Navistar Financial Corporation, individually and as Servicer,      Thunder Bay Funding, LLC., as Conduit Investor, and Royal Bank of Canada,      as Agent and (ii) the Servicing Agreement, dated as of October 20, 2006,      among Navistar Financial Retail Receivables, Navistar Financial 2006-RBC      Owner Trust, as issuer, Navistar Financial Corporation, as Servicer, and      The Bank of New York, as Indenture Trustee.   Filed as      Exhibit 10.137 to the Corporation’s Form 10-K on December 10, 2007.      Commission File No. 001-04146.                    |
| 10.102 | Waiver      dated October 23, 2007 to (i) the Note Purchase Agreement, dated as of      October 20, 2006 among Navistar Financial Retail Receivables Corporation,      as Seller, Navistar Financial Corporation, individually and as Servicer,      Thunder Bay Funding, LLC, as Conduit Investor, and Royal Bank of Canada,      as Agent and (ii) the Servicing Agreement, dated as of October 20, 2006,      among Navistar Financial Retail Receivables Corporation, Navistar      Financial 2006-RBC Owner Trust, as Issuer, Navistar Financial Corporation      , as Servicer, and The Bank of New York, as Indenture      Trustee.    Filed as Exhibit 10.155 to the      Corporation’s Form 10-K on December 10, 2007. Commission File No.      001-04146. |

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|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.103 | Waiver      dated December  6, 2007 to the Note Purchase Agreement, dated as of      October 20, 2006 (as in effect on the date hereof, the “Note Purchase      Agreement”) among Navistar Financial Retail Receivables Corporation      (“NFRRC”), as Seller, Navistar Financial Corporation, individually (“NFC”)      and as Servicer, Thunder Bay Funding, LLC, as Conduit Investor, and Royal      Bank of Canada, as Agent and (ii) the Servicing Agreement, dated as of      October 20, 2006, among NFRRC, Navistar Financial 2006-RBC Owner Trust, as      Issuer, NFC, as Servicer, and The Bank of New York, as Indenture      Trustee.  Filed as Exhibit 10.4 to the Corporation’s Form 8-K on      December 14, 2007.   Commission File No.      001-04146.                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.104 | Purchase      Agreement dated as of June 22, 2007, between the Corporation and Navistar      Financial Retail Receivables Corporation, with respect to Navistar      Financial 2007-BNS Owner Trust. Filed as Exhibit 10.5 to the Corporation’s      Form 8-K on June 27, 2007. Commission File No.  001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.105 | Pooling      Agreement dated as of June 22, 2007 among Navistar Financial Retail      Receivables Corporation, as Seller, and Navistar Financial 2007-BNS Owner      Trust, as Issuer. Filed as Exhibit 10.2 to the Corporation’s Form 8-K on      June 27, 2007. Commission File No. 001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.106 | Servicing      Agreement dated as of June 22, 2007, between the Corporation, as Servicer,      Navistar Financial Retail Receivables Corporation, The Bank of New York as      Indenture Trustee, and Navistar Financial 2007-BNS Owner Trust, as Issuer.      Filed as Exhibit 10.6 to the Corporation’s Form 8-K on June 27, 2007.      Commission File No. 001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.107 | Trust      Agreement dated as of June 22, 2007, between Navistar Financial Retail      Receivables Corporation, as Seller, and Deutsche Bank Trust Company      Delaware, as Owner Trustee, with respect to Navistar Financial 2007-BNS      Owner Trust. Filed as Exhibit 10.4 to the Corporation’s Form 8-K on June      27, 2007. Commission File No. 001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.108 | Indenture      dated as of June 22, 2007, between Navistar Financial 2007-BNS Owner Trust      and The Bank of New York, as Indenture Trustee, with respect to Navistar      Financial 2007-BNS Owner Trust. Filed as Exhibit 10.3 to the Corporation’s      Form 8-K on June 27, 2007. Commission File No.  001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.109 | Note      Purchase Agreement, dated June 22, 2007, among Navistar Financial Retail      Receivables Corporation, as Seller, Navistar Financial Corporation, as      Servicer, The Bank of Nova Scotia, as Agent for the Investors, and Liberty      Street Funding LLC, as the Conduit Investor.  Filed as Exhibit      10.1 to the Corporation’s Form 8-K on June 22, 2007. Commission File No.      001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.110 | Waiver      dated October 23, 2007 to (i) the Note Purchase Agreement dated as of June      22, 2007 among Navistar Financial Retail Receivables Corporation, as      Seller, Navistar Financial Corporation, individually and as Servicer,      Liberty Street Funding, LLC, as the Conduit Investor, and The Bank of Nova      Scotia, as Agent for the Investors, and (ii) the Servicing Agreement,      dated as of June_22, 2007, among Navistar Financial Retail Receivables      Corporation, Navistar Financial 2007-BNS Owner Trust, as Issuer, Navistar      Financial, as Servicer, and The Bank of New York, as Indenture      Trustee.   Filed as Exhibit 10.156 to the Corporation’s      Form 10-K on December 10, 2007. Commission File No.001-04146.                                                                        |
| 10.111 | Waiver      dated December 6, 2007 to the Note Purchase Agreement, dated as of      June 22, 2007 (as in effect on the date hereof, the “Note Purchase      Agreement”) among Navistar Financial Retail Receivables Corporation      (“NFRRC”), as Seller, Navistar Financial Corporation, individually (“NFC”)      and as Servicer, Liberty Street Funding, LLC, as the Conduit Investor, and      The Bank of Nova Scotia, as Agent for the Investors and (ii) the Servicing      Agreement, dated as of June 22, 2007, among NFRRC, Navistar Financial      2007-BNS Owner Trust, as Issuer, NFC, as Servicer, and The Bank of New      York, as Indenture Trustee.  Filed as Exhibit 10.03 to the      Corporation’s Form 8-K on December 14, 2007.   Commission      File No. 001-04146. |

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|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.112 | Note      Purchasing Agreement, dated as of November 28, 2007, among Navistar      Financial Retail Receivables Corporation, as Seller, Navistar Financial      Corporation, individually and as Servicer, Citicorp North America, Inc.,      as Agent for the Investors, CAFCO, LLC and CRC Funding, LLC as the Conduit      Investors, and Citibank, N.A., as Committed      Investor.   Filed as Exhibit 10.1 to the Corporation’s Form      8-K on November 28, 2007. Commission File No.001-04146. |
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| 10.113 | Pooling      Agreement dated as of November 28, 2007 between Navistar Financial Retail      Receivables Corporation, as Seller, and Navistar Financial 2007-C Owner      Trust, as Issuer.  Filed as Exhibit 10.2 to the Corporation’s      Form 8-K on November 28, 2007. Commission File No.    001-04146.                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.114 | Indenture      dated as of November 28, 2007, between Navistar Financial 2007-C Owner      Trust, as Issuer, and The Bank of New York, as the Indenture      Trustee.   Filed as Exhibit 10.3 to the Corporation’s Form      8-K on November 28, 2007. Commission File No.001-04146.                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.115 | Trust      Agreement, dated as of November 28, 2007, between Navistar Financial      Retail Receivables Corporation, as Seller, and Deutsche Bank Trust Company      Delaware, as Owner Trustee.   Filed as Exhibit 10.4 to the      Corporation’s Form 8-K on November 28, 2007. Commission File No.      001-04146.                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.116 | Purchase      Agreement, dated November 28, 2007, among Navistar Financial Retail      Receivables Corporation, The Bank of New York, as Indenture Trustee,      Navistar Financial 2007-C Owner Trust, as Issuer, and Navistar Financial      Corporation, as Servicer.  Filed as Exhibit 10.5 to the      Corporation’s Form 8-K on November 28, 2007. Commission File No.      001-04146.                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.117 | Servicing      Agreement, dated November 28, 2007, among Navistar Financial Retail      Receivables Corporation, The Bank of New York, as Indenture Trustee,      Navistar Financial 2007-C Owner Trust, as Issuer and Navistar Financial      Corporation, as Servicer.  Filed as Exhibit 10.6 to the      Corporation’s Form 8-K on November 28, 2007. Commission File No.      001-04146.                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.118 | Purchase      Agreement dated as of February 16, 2007, between the Corporation and      Navistar Financial Retail Receivables Corporation, with respect to      Navistar Financial 2007-JPM Owner Trust. Filed as Exhibit 10.5 to the      Corporation’s Form 8-K on February 23, 2007. Commission File No.      001-04146.                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.119 | Pooling      Agreement dated as of February 16, 2007 among Navistar Financial Retail      Receivables Corporation, as Seller, and Navistar Financial 2007-JPM Owner      Trust, as Issuer. Filed as Exhibit 10.2 to the Corporation’s Form 8-K on      February 23, 2007. Commission File No. 001-04146.                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.120 | Servicing      Agreement dated as of February 16, 2007, between the Corporation, as      Servicer, Navistar Financial Retail Receivables Corporation, The Bank of      New York as Indenture Trustee, and Navistar Financial 2007-JPM Owner      Trust, as Issuer.  Filed as Exhibit 10.6 to the Corporation’s      Form 8-K on February 23, 2007. Commission File No.    001-04146.                                                                                                                         |
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| 10.121 | Trust      Agreement dated as of February 16, 2007, between Navistar Financial Retail      Receivables Corporation, as Seller, and Deutsche Bank Trust Company      Delaware, as Owner Trustee, with respect to Navistar Financial 2007-JPM      Owner Trust.  Filed as Exhibit 10.4 to the Corporation’s Form      8-K on February 23, 2007. Commission File No.001-04146.                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

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| 10.122 | Indenture      dated as of February 16, 2007, between Navistar Financial 2007-JPM Owner      Trust and The Bank of New York, as Indenture Trustee, with respect to      Navistar Financial 2007-JPM Owner Trust. Filed as Exhibit 10.3 to the      Corporation’s Form 8-K on February 23, 2007. Commission File No.      001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
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| 10.123 | Note      Purchase Agreement, dated as of February 16, 2007, among Navistar      Financial Retail Receivables Corporation, as Seller, Navistar Financial      Corporation, as Servicer, JPMorgan Chase, N.A., as Agent for the      Investors, and Jupiter Securitization Company LLC and Falcon Asset      Securitization Company LLC, Collectively, as the Conduit      Investor.   Filed as Exhibit 10.1 to the Corporation’s Form      8-K on February 23, 2007. Commission File No.001-04146.                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.124 | Waiver      dated October 23, 2007 to (i) the Note Purchase Agreement, dated as of      February 16, 2007 among Navistar Financial Retail Receivables Corporation,      as Seller, Navistar Financial Corporation, individually and as Servicer,      Falcon Asset Securitization Company, LLC, and Park Avenue Receivables      Company, LLC, as the Conduit Investor, and JP Morgan Chase Bank, as Agent      for the Investors and (ii) the Servicing Agreement, dated as of February      16, 2007, among NFRRC, Navistar Financial 2007-JPM Owner Trust, as Issuer,      Navistar Financial Corporation, as Servicer, and The Bank of New York, as      Indenture Trustee.    Filed as Exhibit 10.159 to the      Corporation’s Form 10-K on December 10, 2007. Commission File No.      001-04146.                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.125 | Waiver      dated December  6, 2007 to the Note Purchase Agreement, dated as of      February 16, 2007 between Navistar Financial Retail Receivables      Corporation ("NFRRC"), as Seller, Navistar Financial Corporation, as      Servicer, Falcon Asset Securitization Company, LLC, and Park Avenue      Receivables Company, LLC (as assignee of Jupiter Securitization Company,      LLC), collectively, as the Conduit Investor, and JP Morgan Chase Bank,      National Association, as Agent for the Investors and (ii) the Servicing      Agreement, dated as of February 16, 2007, between NFRRC, Navistar      Financial 2007-JPM Owner Trust, as Issuer, NFC, as Servicer, and The Bank      of New York, as Indenture Trustee.  Filed as Exhibit 10.02 to      the Corporation’s Form 8-K on December 14,      2007.   Commission File No. 001-04146. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.126 | Waiver      dated January 8, 2007 to the Master Purchase Agreement, dated as of June      30, 2004, among International Truck Leasing Corp. and Banc of America      Leasing & Capital LLC.   Filed as Exhibit 10.140 to the      Corporation’s Form 10-K on December 10, 2007. Commission File No.      001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.127 | Waiver      dated October 22, 2007 to the Master Purchase Agreement dated as of June      30, 2004 among Banc of America Leasing & Capital LLC and International      Truck Leasing Corp.   Filed as Exhibit 10.158 to the      Corporation’s Form 10-K on December 10, 2007. Commission File No.      001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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| 10.128 | Waiver      dated November 20, 2007 to the Master Purchase Agreement dated as of June      30, 2004 between Banc of America  Leasing & Capital, LLC and      International Truck Leasing Corporation.   Filed as Exhibit      10.10 to the Corporation’s Form 8-K on December 14,      2007.   Commission File No. 001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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| 10.129 | Note      Purchase Agreement, dated as of April 25, 2008, among the Seller, Navistar      Financial Corporation, individually and as servicer, JPMorgan Chase Bank,      N.A., as agent for the investors, and JS Siloed Trust, as the conduit      investor.  Filed as Exhibit 10.1 to the Corporation’s Form 8-K      on May 1, 2008.   Commission File No.      001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.130 | Pooling      Agreement, dated as of April 25, 2008, between Navistar Financial Retail      Receivables Corporation, as seller, and Navistar Financial 2008-A Owner      Trust, as issuer.  Filed as Exhibit 10.2 to the Corporation’s      Form 8-K on May 1, 2008.   Commission File No.      001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

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| 10.131 | Indenture,      dated as of April 25, 2008, between Navistar Financial 2008-A Owner Trust,      as issuer, and The Bank of New York, as indenture      trustee.  Filed as Exhibit 10.3 to the Corporation’s Form 8-K on      May 1, 2008.   Commission File No.    001-04146.                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.132 | Trust      Agreement, dated as of April 25, 2008, between Navistar Financial Retail      Receivables Corporation, as seller, and Deutsche Bank Trust Company      Delaware, as owner trustee.  Filed as Exhibit 10.4 to the      Corporation’s Form 8-K on May 1, 2008.   Commission File      No. 001-04146.                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.133 | Purchase      Agreement, dated as of April 25, 2008, between Navistar Financial Retail      Receivables Corporation and Navistar Financial      Corporation.  Filed as Exhibit 10.5 to the Corporation’s Form      8-K on May 1, 2008.   Commission File No.      001-04146.                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.134 | Servicing      Agreement, dated April 25, 2008, among Navistar Financial Retail      Receivables Corporation, The Bank of New York, as indenture trustee,      Navistar Financial 2008-A Owner Trust, as issuer, and Navistar Financial      Corporation, as servicer.  Filed as Exhibit 10.6 to the      Corporation’s Form 8-K on May 1, 2008.   Commission File      No. 001-04146.                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.135 | Note      Purchase Agreement, dated as of July 28, 2008, among the Seller,      Navistar Financial Corporation, individually and as servicer, Credit      Suisse, New York Branch, as agent for the investors, Alpine Securitization      Corp., as the conduit investor, and Credit Suisse, Cayman Islands Branch,      as the committed investor. Filed as Exhibit 10.1 to the Corporation’s Form      8-K on July 30, 2008.   Commission File No.      001-04146.                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 10.136 | Pooling      Agreement, dated as of July 28, 2008, between Navistar Financial      Retail Receivables Corporation, as seller, and Navistar Financial 2008-B      Owner Trust, as issuer. Filed as Exhibit 10.2 to the Corporation’s Form      8-K on July 30, 2008.   Commission File No.      001-04146.                                                                                                                                                                                                                                                                                                                                                                          |
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| 10.137 | Indenture,      dated as of July 28, 2008, between Navistar Financial 2008-B Owner      Trust, as issuer, and The Bank of New York Mellon, as indenture trustee.      Filed as Exhibit 10.3 to the Corporation’s Form 8-K on July 30,      2008.   Commission File No. 001-04146.                                                                                                                                                                                                                                                                                                                                                                                                  |
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| 10.138 | Trust      Agreement, dated as of July 28, 2008, between Navistar Financial      Retail Receivables Corporation, as seller, and Deutsche Bank Trust Company      Delaware, as owner trustee. Filed as Exhibit 10.4 to the Corporation’s      Form 8-K on July 30, 2008.   Commission File No.      001-04146.                                                                                                                                                                                                                                                                                                                                                                      |
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| 10.139 | Purchase      Agreement, dated as of July 28, 2008, between Navistar Financial      Retail Receivables Corporation and Navistar Financial Corporation. Filed      as Exhibit 10.5 to the Corporation’s Form 8-K on July 30,      2008.   Commission File No. 001-04146.                                                                                                                                                                                                                                                                                                                                                                                                            |
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| 10.140 | Servicing      Agreement, dated July 28, 2008, among Navistar Financial Retail      Receivables Corporation, The Bank of New York Mellon, as indenture      trustee, Navistar Financial 2008-B Owner Trust, as issuer, and Navistar      Financial Corporation, as servicer. Filed as Exhibit 10.6 to the      Corporation’s Form 8-K on July 30, 2008.   Commission File      No. 001-04146.                                                                                                                                                                                                                                                                                      |
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| 10.141 | Amendment      and Extension to Amended and Restated Certificate Purchase Agreement,      dated October 15, 2008, among Navistar Financial Securities Corporation,      Navistar Financial Corp., Kitty Hawk Funding Corporation, as a Conduit      Purchaser, Liberty Street Funding LLC (f/k/a Liberty Street Funding      Corp.), as a Conduit Purchaser, The Bank of Nova Scotia, as a Managing      Agent and a Committed Purchaser, and Bank of America, National      Association, as a Managing Agent, the Administrative Agent and a Committed      Purchaser. Filed as Exhibit 10.1 to the Corporation’s Form 8-K on October      21, 2008.   Commission File No.  001-04146. |

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| 10.142 | Amendment      No. 3, dated October 20, 2008, to the Series 2000-VFC Supplement to the      Pooling and Servicing Agreement, dated January 28, 2000, among Navistar      Financial Securities Corporation, as Seller, Navistar Financial Corp., as      Servicer, and The Bank of New York, a New York banking corporation, as      Master Trust Trustee. Filed as Exhibit 10.2 to the Corporation’s Form 8-K      on October 21, 2008.   Commission File No.      001-04146.                                                                                                                                                                                  |
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| 10.143 | Omnibus      Amendment No. 1, dated October 20, 2008, among Navistar Financial      Retail Receivables Corporation, as Seller, Navistar Financial 2006-BOA      Owner Trust, as Issuer, and The Bank of New York Mellon, as Indenture      Trustee, and consented to and acknowledged by Navistar Financial      Corporation, as Servicer, Bank of America, N.A., as Agent, Kitty Hawk      Funding Corporation, as Conduit Investor, and Bank of America, N.A., as      Swap Counterparty. Filed as Exhibit 10.3 to the Corporation’s Form 8-K on      October 21, 2008.   Commission File No.      001-04146.                                           |
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| 10.144 | Amendment      No. 8 to Receivables Purchase Agreement, dated October 24, 2008, among      Truck Retail Accounts Corporation, Navistar Financial Corporation, JS      Siloed Trust and JPMorgan Chase Bank, N.A., successor by merger to Bank      One, N.A.Filed as Exhibit 10.1 to the Corporation’s Form 8-K on October      30, 2008.   Commission File No.  001-04146.                                                                                                                                                                                                                                                                                    |
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| 10.145 | Account      Control Agreement, dated October 24, 2008, among Truck Retail Accounts      Corporation, as seller, Navistar Financial Corporation, as servicer,      JPMorgan Chase Bank, N.A., successor by merger to Bank One, N.A., as      secured party, and The Bank of New York Mellon as successor to JPMorgan      Chase Bank, N.A., as securities intermediary.  Filed as Exhibit      10.2 to the Corporation’s Form 8-K on October 30,      2008.   Commission File No. 001-04146.                                                                                                                                                         |
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| 10.146 | Waiver      and Amendment No. 9, dated as of January 21, 2009, to the Receivables      Purchase Agreement dated as of April 8, 2004, as heretofore amended (the      "Agreement"), among Truck Retail Accounts Corporation, a Delaware      corporation, Navistar Financial Corporation, a Delaware corporation, as      initial Servicer, the entities listed on Schedule A to the Agreement, JS      Siloed Trust, and JPMorgan Chase Bank, N.A., successor by merger to Bank      One, NA, as agent for the Purchasers.   Filed as Exhibit      10.1 to the Corporation’s Form 10-Q on March 11,      2009.   Commission File No. 001-04146. |
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| 10.147 | Note      Purchase Agreement, dated as of April 30, 2009, among the Seller,      Navistar Financial Corporation, individually and as servicer, Royal Bank      of Canada, as agent for the investors, and Thunder Bay Funding, LLC, as      the conduit investor.  Filed as Exhibit 10.1 to the      Corporation’s Form 8-K on May 6, 2009.   Commission File      No. 001-04146.                                                                                                                                                                                                                                                               |
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| 10.148 | Pooling      Agreement, dated as of April 30, 2009, between Navistar Financial      Retail Receivables Corporation, as seller, and Navistar Financial 2009-A      Owner Trust, as issuer.  Filed as Exhibit 10.2 to the      Corporation’s Form 8-K on May 6, 2009.   Commission File      No. 001-04146.                                                                                                                                                                                                                                                                                                                                       |
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| 10.149 | Indenture,      dated as of April 30, 2009, between Navistar Financial 2009-A Owner      Trust, as issuer, and The Bank of New York Mellon, as indenture      trustee.   Filed as Exhibit 10.3 to the Corporation’s Form      8-K on May 6, 2009.   Commission File No.      001-04146.                                                                                                                                                                                                                                                                                                                                                    |
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| 10.150 | Trust      Agreement, dated as of April 30, 2009, between Navistar Financial      Retail Receivables Corporation, as seller, and Deutsche Bank Trust Company      Delaware, as owner trustee.  Filed as Exhibit 10.4 to the      Corporation’s Form 8-K on May 6, 2009.   Commission File      No. 001-04146.                                                                                                                                                                                                                                                                                                                                   |
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| 10.151 | Purchase      Agreement, dated as of April 30, 2009, between Navistar Financial      Retail Receivables Corporation and Navistar Financial      Corporation.  Filed as Exhibit 10.5 to the Corporation’s Form      8-K on May 6, 2009.   Commission File No.      001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                            |
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| 10.152 | Servicing      Agreement, dated April 30, 2009, among Navistar Financial Retail      Receivables Corporation, The Bank of New York Mellon, as indenture      trustee, Navistar Financial 2009-A Owner Trust, as issuer, and Navistar      Financial Corporation, as servicer.  Filed as Exhibit 10.6 to      the Corporation’s Form 8-K on May 6, 2009.   Commission      File No. 001-04146.                                                                                                                                                                                                                                                                                                           |
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| 10.153 | Amendment      No. 1 to Receivables Sale Agreement, dated as of April 30, 2009, between      Navistar Financial Corporation and Truck Retail Accounts Corporation, as      consented to by JPMorgan Chase Bank, N.A., as      agent.   Filed as Exhibit 10.7 to the Corporation’s Form      8-K on May 6, 2009.   Commission File No.      001-04146.                                                                                                                                                                                                                                                                                                                                                   |
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| 10.154 | Amended      and Restated Credit Agreement, dated as of July 1,      2005.   Filed as Exhibit 10.1 to the Corporation’s Form      8-K/A on July 29, 2009.   Commission File No.      001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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| 10.155 | Treasurer’s      Agreement Number 1, dated January 30, 2009, between Navistar Financial      Corporation and Navistar, Inc.   Filed as Exhibit 10.1 to      the Corporation’s Form 8-K on August 6, 2009.   Commission      File No. 001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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| 10.156 | Treasurer’s      Agreement Number 2, dated July 31, 2009, between Navistar Financial      Corporation and Navistar, Inc.   Filed as Exhibit 10.2 to      the Corporation’s Form 8-K on August 6, 2009.  Commission File      No. 001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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| 10.157 | Amendment      No. 2 to Receivables Sale Agreement, dated July 31, 2009, between Truck      Retail Accounts Corporation and Navistar Financial      Corporation.   Filed as Exhibit 10.3 to the Corporation’s      Form 8-K on August 6, 2009.   Commission File No.      001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                    |
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| 10.158 | Amendment      No. 10 to Receivables Purchase Agreement, dated July 31, 2009, among Truck      Retail Accounts Corporation, Navistar Financial Corporation, JS Siloed      Trust and JPMorgan Chase Bank, N.A., successor by merger to Bank One,      N.A.   Filed as Exhibit 10.4 to the Corporation’s Form 8-K      on August 6, 2009.   Commission File No.      001-04146.                                                                                                                                                                                                                                                                                                                          |
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| 10.159 | Amendment      No. 4, dated August 25, 2009, to the Series 2000-VFC Supplement to the      Pooling and Servicing Agreement, dated January 28, 2000, among Navistar      Financial Securities Corporation, as Seller, Navistar Financial      Corporation, as Servicer, and The Bank of New York Mellon, a New York      banking corporation, as Master Trust Trustee.   Filed as      Exhibit 10.1 to the Corporation’s Form 8-K on August 26,      2009.   Commission File No. 001-04146.                                                                                                                                                                                                              |
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| 10.160 | Amendment      and Extension to Amended and Restated Certificate Purchase Agreement,      dated August 25, 2009, among Navistar Financial Securities Corporation,      Navistar Financial Corporation, Kitty Hawk Funding Corporation, as a      Conduit Purchaser, Liberty Street Funding LLC (f/k/a Liberty Street      Funding Corp.), as a Conduit Purchaser, The Bank of Nova Scotia, as a      Managing Agent and a Committed Purchaser, and Bank of America, National      Association, as a Managing Agent, the Administrative Agent and a Committed      Purchaser.    Filed as Exhibit 10.2 to the      Corporation’s Form 8-K on August 26, 2009.   Commission      File No. 001-04146. |
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| 10.161 | Amendment      No. 11 to the Receivables Purchase Agreement dated October 30,      2009.   Filed as Exhibit 10.1 to the Corporation’s Form 8-K      on November 4, 2009.   Commission File No.      001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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| 10.162 | Note      Purchase Agreement, dated October 30, 2009, among Navistar Financial      Securities Corporation, Navistar Financial Corporation and Banc of America      Securities LLC, as representative of the Initial      Purchasers.  Filed as Exhibit 10.2 to the Corporation’s Form 8-K      on November 17, 2009.   Commission File No.      333-104639.                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
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| 10.163 | Series      2009-1 Indenture Supplement to the Indenture, dated November 10, 2009,      between Navistar Financial Dealer Note Master Owner Trust, as Issuer, and      The Bank of New York Mellon, a New York banking corporation, as Indenture      Trustee.  Filed as Exhibit 10.1 to the Corporation’s Form 8-K on      November 17, 2009.   Commission File No.      001-04146.                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.164 | Amendment      No. 8 to the Pooling and Servicing Agreement, dated November 10, 2009,      among Navistar Financial Securities Corporation, Navistar Financial      Corporation and The Bank of New York Mellon, a New York banking      corporation, as Master Trust Trustee.  Filed as Exhibit 10.2 to      the Corporation’s Form 8-K on November 17,      2009.   Commission File No. 001-04146.                                                                                                                                                                                                                                                                                                                                                                           |
| 10.165 | Amendment      No. 1 to Series 2004-1 Supplement to Pooling and Servicing Agreement,      dated November 10, 2009, among Navistar Financial Securities Corporation,      Navistar Financial Corporation and The Bank of New York Mellon, a New York      banking corporation, as Master Trust Trustee.  Filed as Exhibit      10.3 to the Corporation’s Form 8-K on November 17,      2009.   Commission File No. 001-04146.                                                                                                                                                                                                                                                                                                                                                   |
| 10.166 | Amendment      No. 1 to the Master Owner Trust Agreement, dated November 10, 2009,      between Navistar Financial Securities Corporation and Deutsche Bank Trust      Company Delaware, a Delaware banking corporation, as Master Owner Trust      Trustee.  Filed as Exhibit 10.4 to the Corporation’s Form 8-K on      November 17, 2009.   Commission File No.      001-04146.                                                                                                                                                                                                                                                                                                                                                                                             |
| 10.167 | Amendment      No. 5 to the Series 2000-VFC Supplement to the Pooling and Servicing      Agreement, dated November 10, 2009, among Navistar Financial Securities      Corporation, Navistar Financial Corporation and The Bank of New York      Mellon, a New York banking corporation, as Master Trust      Trustee.  Filed as Exhibit 10.5 to the Corporation’s Form 8-K on      November 17, 2009.   Commission File No.      001-04146.                                                                                                                                                                                                                                                                                                                                         |
| 10.168 | Amendment      to Amended and Restated Certificate Purchase Agreement, dated November 10,      2009, among Navistar Financial Corporation, Navistar Financial Securities      Corporation, Kitty Hawk Funding Corporation, as a Conduit Purchaser,      Liberty Street Funding LLC (f/k/a Liberty Street Funding Corp.), as a      Conduit Purchaser, The Bank of Nova Scotia, as a Managing Agent and a      Committed Purchaser, and Bank of America, National Association, as a      Managing Agent, the Administrative Agent and a Committed      Purchaser.  Filed as Exhibit 10.6 to the Corporation’s Form 8-K      on November 17, 2009.   Commission File No.      001-04146.                                                                                         |
| 10.169 | Backup      Servicing Agreement, dated November 10, 2009, among Navistar Financial      Corporation, Navistar Financial Securities Corporation, The Bank of New      York Mellon, as Master Trust Trustee, and Wells Fargo Bank, National      Association, as Backup Servicer.  Filed as Exhibit 10.8 to the      Corporation’s Form 8-K on November 17, 2009.   Commission      File No. 333-104639.                                                                                                                                                                                                                                                                                                                                                                         |
| 10.170 | Amendment      No. 1 to the Amended and Restated Master Revolving Credit Agreement, dated      November 10, 2009, between Navistar Financial Corporation and Navistar      Financial Securities Corporation.  Filed as Exhibit 10.9 to the      Corporation’s Form 8-K on November 17, 2009.   Commission      File No. 333-104639.                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.171 | Amended      and Restated Credit Agreement, dated as of December 16, 2009, by and among      Navistar Financial Corporation, a Delaware corporation, and Navistar      Financial, S.A. DE C.V., Sociedad Financiera De Objeto Multiple, Entidad      No Regulada, a Mexican corporation, as borrowers, the lenders party      thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of      America, N.A., as syndication agent, and The Bank of Nova Scotia, as      documentation agent.  Filed as Exhibit 10.1 to the Corporation’s      Form 8-K on December 18, 2009.   Commission File No.      001-04146.   THIS      AGREEMENT REPLACES THE EXISTING CREDIT AGREEMENT REFERENCED IN EXHIBIT      10.07 AND 10.154 ABOVE EFFECTIVE DECEMBER 16,  2009. |

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| 10.172 | Second      Amended and Restated Parent Guarantee, dated as of December 16, 2009, by      Navistar International Corporation, a Delaware corporation, in favor of      JPMorgan Chase Bank, N.A., as administrative agent for the lenders party      to the Amended and Restated Credit Agreement.  Filed as Exhibit      10.2 to the Corporation’s Form 8-K on December 18,      2009.   Commission File No. 001-04146.  PLEASE      NOTE THIS AGREEMENT REPLACES THE EXISTING AMENDED AND RESTATED PARENT      GUARANTY INCLUDED AS PART OF EXHIBIT 10.154 ABOVE EFFECTIVE DECEMBER 16,      2009.                                                                                                                               |
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| 10.173 | Second      Amended and Restated Parents’ Side Agreement, dated as of December 16,      2009, by and between Navistar International Corporation, a Delaware      corporation, and Navistar, Inc. (formerly known as International Truck and      Engine Corporation), a Delaware corporation, for the benefit of the      lenders from time to time party to the Amended and Restated Credit      Agreement.  Filed as Exhibit 10.3 to the Corporation’s Form 8-K      on December 18, 2009.   Commission File No.      001-04146.  PLEASE      NOTE THIS AGREEMENT REPLACES THE EXISTING AMENDED AND RESTATED PARENTS’      SIDE AGREEMENT INCLUDED AS PART OF EXHIBIT 10.154 ABOVE EFFECTIVE DECEMBER      16, 2009. |
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| 10.174 | First      Amendment, dated as of December 16, 2009, to the Amended and Restated      Security, Pledge and Trust Agreement, dated as of July 1, 2005, between      Navistar Financial Corporation, a Delaware corporation, and Deutsche Bank      Trust Company Americas, a corporation duly organized and existing under      the laws of the State of New York, acting individually and as trustee for      the holders of the secured obligations under the Amended and Restated      Credit Agreement.  Filed as Exhibit 10.4 to the Corporation’s      Form 8-K on December 18, 2009.   Commission File No.      001-04146.                                                                                                        |
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| 10.175 | Note      Sale Agreement, dated as of December 16, 2009, between Navistar Financial      Corporation, a Delaware corporation, and Navistar Financial Asset Sales      Corp., a Delaware corporation. Filed as Exhibit 10.5 to the Corporation’s      Form 8-K on December 18, 2009.   Commission File No.      001-04146.                                                                                                                                                                                                                                                                                                                                                                                                                         |
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| 10.176 | Note      Purchase Agreement, dated as of December 16, 2009, by and between Navistar      Financial Asset Sales Corp., a Delaware corporation, and Wells Fargo      Equipment Finance, Inc., a Minnesota corporation.  Filed as      Exhibit 10.6 to the Corporation’s Form 8-K on December 18,      2009.   Commission File No. 001-04146.                                                                                                                                                                                                                                                                                                                                                                                             |
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| 10.177 | Servicing      Agreement, dated as of December 16, 2009, by and between Navistar      Financial Corporation, a Delaware corporation, and Wells Fargo Equipment      Finance, Inc., a Minnesota corporation.  Filed as Exhibit 10.7      to the Corporation’s Form 8-K on December 18,      2009.   Commission File No. 001-04146.                                                                                                                                                                                                                                                                                                                                                                                                       |
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| 10.178 | Loan      and Security Agreement, dated as of December 16, 2009, by and between      Navistar Financial Corporation, a Delaware corporation, and Wells Fargo      Equipment Finance, Inc., a Minnesota corporation.  Filed as      Exhibit 10.8 to the Corporation’s Form 8-K on December 18,      2009.   Commission File No. 001-04146.                                                                                                                                                                                                                                                                                                                                                                                               |
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| 10.179 | Intercreditor      Agreement, dated as of December 16, 2009, by and among Navistar Financial      Corporation, a Delaware corporation, Wells Fargo Equipment Finance, Inc.,      a Minnesota corporation, Deutsche Bank Trust Company Americas, a      corporation duly organized and existing under the laws of the State of New      York, acting individually and as trustee for the holders of the secured      obligations under the Amended and Restated Credit Agreement, and JPMorgan      Chase Bank, N.A., as administrative agent for the lenders party to the      Amended and Restated Credit Agreement. Filed as Exhibit 10.9 to the      Corporation’s Form 8-K on December 18, 2009.   Commission      File No. 001-04146.        |

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